-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H7BPw4Nt4VSXK4YQMqwxBT4HxPUpbuHMAlomeyyb7b6ZY3Vo7Ti+d/vaSfUHV/su icpfO8pmWsezXb6ayMVYKA== 0001104659-08-035580.txt : 20080523 0001104659-08-035580.hdr.sgml : 20080523 20080523140406 ACCESSION NUMBER: 0001104659-08-035580 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080523 DATE AS OF CHANGE: 20080523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATS CORP CENTRAL INDEX KEY: 0001325460 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 113747950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81087 FILM NUMBER: 08857647 BUSINESS ADDRESS: STREET 1: 7915 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-506-0088 MAIL ADDRESS: STREET 1: 7915 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Federal Services Acquisition CORP DATE OF NAME CHANGE: 20050429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERSOFF EDWARD H CENTRAL INDEX KEY: 0000938166 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7035060088 MAIL ADDRESS: STREET 1: ATS CORPORATION STREET 2: 7915 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 SC 13D/A 1 a08-15123_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

ATS Corporation

(Name of Issuer)

 

Common Stock, $.0001 par value

(Title of Class of Securities)

 

00211E104

(CUSIP Number)

 

Dr. Edward H. Bersoff

7915 Jones Branch Drive

McLean, Virginia 22102

Telephone:  (703) 506-0088

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with a copy to:

 

Squire, Sanders & Dempsey L.L.P.

8000 Towers Crescent Drive, 14th Floor

Tysons Corner, VA 22182

Attention:  James J. Maiwurm

Telephone:  (703) 720-7890

 

May 16, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   00211E104

 

 

1.

Names of Reporting Persons
Dr. Edward H. Bersoff

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
861,919

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
861,919

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
861,919

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Less than 5%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

Explanatory Note

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D/A previously filed with the Securities and Exchange Commission on June 29, 2007 on behalf of Edward H. Bersoff, which in turn amended and supplemented the Schedule 13D originally filed with the Securities and Exchange Commission on January 19, 2007, as amended, on behalf of Joel R. Jacks, Peter M. Schulte, Edward H. Bersoff, FSAC Partners, LLC, Wesley Gaus, Sary Awad and Daniel Colon, Jr. (the “Original Reporting Group”).  The Original Reporting Group dissolved on June 29, 2007 with the dissolution of FSAC Partners, LLC.  Messrs. Jacks, Schulte, Gaus and Colon are affiliated with CM Equity, which is continuing to report its beneficial ownership under the amendment schedule of the Original Reporting Group.  Dr. Bersoff is not affiliated with CM Equity and hence, effective June 29, 2007 with the dissolution of FSAC Partners LLC, began reporting his beneficial ownership separately from the rest of the Original Reporting Group.  This Amendment is being filed to report a change in beneficial ownership of more than one percent (1%), as well as report that Dr. Bersoff has ceased to be the beneficial owner of more than five percent (5%) of ATS Corporation securities.  This decline in ownership is due to Dr. Bersoff’s participation in the recent warrant tender offer by ATS Corporation, pursuant to which he tendered 782,000 Common Stock warrants for 62,560 shares of Common Stock by cashless exercise, and exercised 44,072 Common Stock warrants by cash exercise for 44,072 shares of Common Stock.  Capitalized terms used but not defined herein have the meaning ascribed thereto in the original Schedule 13D.

 

Item 1.         Security and Issuer

 

The class of equity securities to which this Schedule 13D/A relates is the common stock, par value $0.0001 per share (the “Common Stock”), of ATS Corporation, a Delaware corporation formerly known as Federal Services Acquisition Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7915 Jones Branch Drive, McLean, VA 22102.

 

Item 2.         Identity and Background

 

This Schedule 13D/A is filed on behalf of Dr. Edward H. Bersoff, the “Reporting Person.”  This Amendment relates to 861,919 shares of Common Stock held by Dr. Bersoff (the “Shares”).  Dr. Bersoff serves as the Issuer’s Chairman, President and Chief Executive Officer, and his business address is 7915 Jones Branch Drive, McLean, Virginia 22102.

 

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws

 

Dr. Bersoff is a citizen of the United States.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

On March 19, 2007, Dr. Bersoff received 150,000 shares of restricted stock under the 2006 Omnibus Incentive Plan, of which 30,000 shares (20%) vest on each December 31 commencing with December 31, 2007.

 

On June 29, 2007, due to the dissolution of FSAC Partners, LLC (“FSAC Partners”), Dr. Bersoff received 142,787 shares of Common Stock.   Of the 142,787 shares of Common Stock received by Bersoff, 35,294 shares were bought from Robert Hopkins (a former FSAC Partners’ member) at a price of $128,359.34.

 

On December 6, 2007, Dr. Bersoff purchased 5,385 shares of Common Stock at $3.40 per share.

 

On December 17, 2007, Dr. Bersoff received 60,000 shares of restricted stock under the 2006 Omnibus Incentive Plan, of which 20,000 shares (33.3%) vest on each December 31 commencing with December 31, 2008.

 

On May 16, 2008, Dr. Bersoff received 106,632 shares of Common Stock as a result of his exercise of warrants in the Issuer’s warrant tender offer, receiving 62,560 shares of such Common Stock due to the cashless exercise of 782,000 warrants and receiving 44,072 shares of such Common Stock due to the cash exercise of 44,072 warrants.

 

3



 

Item 4.         Purpose of Transaction

 

The Reporting Person acquired the Shares for investment purposes.  The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire additional shares of Common Stock.  The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which he now owns or may hereafter acquire.

 

At the date of this statement, the Reporting Person, except as set forth in this statement and consistent with Dr. Bersoff’s position with the Issuer, has no plans or proposals which would result in:

 

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

 

(j) Any action similar to any of those actions enumerated above.

 

Item 5.         Interest in Securities of the Issuer

 

The percentages calculated in this Amendment are based on 22,312,246 shares of Common Stock outstanding as of the close of business on May 16, 2008, as reported in the Issuer’s press release on May 19, 2008 announcing the results of its warrant tender offer.

 

As of the date of this Amendment, Dr. Bersoff may be deemed to be the beneficial owner of an aggregate of 861,919 shares of Common Stock, which represents less than 5% of the Common Stock outstanding as of the date of this statement.  As a result of Dr. Bersoff having beneficial ownership of less than 5% of the Common Stock, he is therefore discontinuing any reporting obligation under Section 13(d) of the Securities and Exchange Act of 1934.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No material change.

 

Item 7.         Material to be Filed as Exhibits

 

Exhibit 99.1. Specimen warrant certificate (included as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

4



 

Exhibit 99.2.  Form of Escrow Agreement entered into by the Issuer and certain of its stockholders and Continental Stock Transfer & Trust Company (included as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

Exhibit 99.3. Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.14 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

Exhibit 99.4.  Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 99.4 to Amendment No. 2 to the Schedule 13D filed on June 29, 2007)

 

Exhibit 99.5.  Amended and Restated Stock Escrow Agreement entered into by the Issuer, the former members of FSAC Partners, LLC, certain stockholders of the Issuer and Continental Stock Transfer & Trust Company (included as Exhibit 99.5 to Amendment No. 2 to the Schedule 13D filed on June 29, 2007)

 

Exhibit 99.6. Dr. Edward H. Bersoff Power of Attorney (included as Exhibit 99.6 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

 

5



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 23, 2008

 

 

 

 

 

 

 

 

 

 

DR. EDWARD H. BERSOFF

 

 

 

 

 

 

 

 

By:

/s/ Edward H. Bersoff

 

 

Name: Dr. Edward H. Bersoff

 

6



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Specimen warrant certificate (included as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

 

 

99.2

 

Form of Escrow Agreement entered into by the Issuer and certain of its stockholders and Continental Stock Transfer & Trust Company (included as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

 

 

99.3

 

Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.14 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

 

 

 

99.4

 

Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 99.4 to Amendment No. 2 to the Schedule 13D filed on June 29, 2007)

 

 

 

99.5

 

Amended and Restated Stock Escrow Agreement entered into by the Issuer, the former members of FSAC Partners, LLC, certain stockholders of the Issuer and Continental Stock Transfer & Trust Company (included as Exhibit 99.5 to Amendment No. 2 to the Schedule 13D filed on June 29, 2007)

 

 

 

99.6

 

Dr. Edward H. Bersoff Power of Attorney (included as Exhibit 99.6 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

 

7


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